Neutral-form terms and conditions for an online marketplace (a platform connecting third-party sellers/providers with buyers) operating under the law of England & Wales, covering acceptable use, user-generated content, intellectual property, content moderation and disputes.
How to use this template, read this first - Replace every
[SQUARE-BRACKET]field before use, and tailor it to your model (goods, services, digital content; whether you are merely an intermediary or also a seller). - As a platform hosting user-generated content and connecting traders with consumers, you may have duties under several regimes, including the Online Safety Act 2023 (which may apply if the marketplace falls within the Act's scope as a regulated user-to-user or search service and is not exempt), consumer protection law, and the UK GDPR / Data Protection Act 2018. Check whether the Online Safety Act 2023 applies to your specific platform model before assuming it does. You will also need a separate Privacy Policy and likely separate Seller Terms. - This template is for the platform–user relationship; the contract for the goods/services is usually between the seller and the buyer. Make that clear. - Have a solicitor review before use.
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[MARKETPLACE NAME]: Terms and Conditions
Last updated: [DATE]
1. About us and these terms
[MARKETPLACE NAME] is operated by [COMPANY NAME] ([company no.], [address]) ("we", "us"). By creating an account or using the platform, you agree to these terms. If you do not agree, do not use the platform.
2. Our role (important)
We provide a platform that connects sellers/providers with buyers. Unless we state otherwise, the contract for any item or service is between the buyer and the seller, not with us. We are not a party to that contract and are not the seller's agent. [State any exceptions where we sell directly.]
3. Eligibility and accounts
You must be 18 or over (or have authority to bind your business) and provide accurate registration details. You are responsible for your account and for keeping your password secure.
4. Acceptable use
You must not: break the law; post content that is illegal, infringing, defamatory, harassing, hateful or harmful; misrepresent goods/services; list prohibited items ([list]); circumvent fees; scrape or disrupt the platform; or upload malware. We may set further community/seller rules.
5. User-generated content
You keep ownership of content you post (reviews, listings, images) but grant us a non-exclusive, royalty-free licence to host, display and promote it on and in connection with the platform. You confirm you have the rights to post it and that it complies with these terms.
6. Content moderation and removal
We may review, moderate, remove or restrict content and suspend or terminate accounts that breach these terms or the law, and we operate a notice-and-takedown and complaints process consistent with our duties (including under the Online Safety Act 2023). [Summarise how users report illegal or harmful content and how appeals work.]
7. Listings, orders and payments
Sellers are responsible for the accuracy of listings and for meeting their legal obligations to buyers (including consumer rights). [Describe how orders, payments and any fees/commission work, and any role of a payment provider.]
8. Consumer rights
Where a buyer is a consumer, their statutory rights against the seller (including under the Consumer Rights Act 2015) are unaffected by these terms. Consumers may also have statutory cancellation rights for distance and off-premises contracts (usually 14 days), but those rights are subject to statutory exceptions and specific rules for goods, services and digital content.
9. Our intellectual property
The platform, its software, branding and content (other than user content) are owned by us or our licensors. We grant you a limited, revocable licence to use the platform for its intended purpose only.
10. Liability
Nothing excludes liability that cannot lawfully be excluded (including for death/personal injury caused by negligence, or fraud). Subject to that, and given our role as an intermediary, we are not liable for the acts, omissions, goods or services of sellers or other users, and our liability to you is limited to [£AMOUNT / fees paid]. We exclude indirect and consequential loss. These limitations and exclusions apply only to the extent permitted by applicable law; consumer statutory rights and any liability that cannot lawfully be excluded or restricted remain unaffected.
11. Data protection
We process personal data in accordance with our Privacy Policy and the UK GDPR / Data Protection Act 2018.
12. Suspension and termination
We may suspend or end your access for breach or to comply with the law. You may close your account at any time.
13. Changes
We may update these terms; material changes will be notified. Continued use means acceptance.
14. Governing law and jurisdiction
These terms are governed by the law of England and Wales, whose courts have jurisdiction (consumers may also have rights to bring claims locally).
15. Contact
[EMAIL / ADDRESS].
--- This template is a starting point and not legal advice. Online marketplaces face overlapping duties (Online Safety Act 2023, consumer protection, data protection), have a qualified solicitor review and adapt it, with separate Seller Terms and a Privacy Policy, before use. Governing law: England & Wales.